Issuing Warrants to Investors

When raising capital for a business venture, warrants are a common form of equity that is given to investors. A warrant is like an option – it gives the holder the right to buy a security at a fixed or formulaic price, which is known as the "exercise" or "strike" price.Warrants are often confused with options. Options, as used in the venture capital space, are typically long term (up to 10 years). They are also typically issued to employees versus investors. Conversely, warrants act like short-term options and, unlike employee options, can be traded as an independent security.In general, neither the issuance of warrants nor their exercise (at least by non-employees) is a taxable event. In fact, in 1984, Congress reversed the earlier position of the IRS that the expiration of a warrant is a taxable event for the issuer. However, whenever a debt security with warrants attached is issued as a package, original issue discount problems are invited.One type of warrant that once popular as a financing mechanism for emerging ventures is contingent warrants. These warrants become exercisable if and when the holder does something for the issuer, for example buys a certain level of product. Contingent warrants are no longer used often since the SEC ruled in favor of current and periodic recognition of expense to the issuer.Like an option, a warrant is considered a "common-stock equivalent” for accounting purposes. And, if the warrant has been "in the money" (i.e., the exercise price is below the market price) for three consecutive months, it is deemed to impact earnings per share under the so-called treasury-stock method. That is, the warrants are considered exercised, new stock is issued at the exercise price, and the proceeds to the issuer are used to buy in stock at the market price.Warrants are a common financing mechanism and companies seeking venture capital should consider and become knowledgeable about this type of equity device.

The Term Sheet’s Role in Raising Venture Capital

Entrepreneurs and companies who are seeking venture capital often negotiate with one or more venture capital firms on a number of important issues. These issues include the amount of capital to be raised, the investment terms, etc. The document which summarizes these terms is known as a "term sheet."The term sheet is similar to a letter of intent, that is, it is a nonbinding summary of the key points of the transaction. These points are later covered in detail in the Stock Purchase Agreement and related agreements signed at the time of execution of the transaction. The value of the abbreviated term sheet format is that it speeds up the process of consummating a transaction. Specifically, it allows the parties to agree on the general terms of the transaction rather than having to debate less important details. In addition, because it is not binding, it allows the parties to take their discussions to the next level without the danger of committing too much. Note, however, that some parts of a term sheet may be binding. Typically the binding aspects only refer to confidentiality and disclosure issues.Venture capital firms, and not the companies seeking capital, typically prepare the term sheet to include the terms under which they are willing to invest their capital. Alternatively, when seeking capital from angel investors, firms typically create their own term sheets for the angels to review. This fact tells a bit about the balance of power in an investment transaction. Venture capital firms are often more sophisticated and have more power than the companies seeking capital. Alternatively, angel investors are typically less sophisticated and have less power, and are more prone to consider the investment terms as laid out by the company seeking capital.Getting to a term sheet is a key milestone in the capital raising process. Although not all term sheets result in a transaction, the term sheet shows that both parties are legitimately interested in executing a transaction. It is then up to the investor and company to agree upon the details.

Pre-Money vs. Post-Money Valuation

When a company decides that it must raise capital, a key question that must be answered is how much the company is worth. For example, if the business needs $500,000 to get started and/or grow, how much of the equity in that company should $500,000 command? Once this question is answered, the company will go out and try to find investors. When doing so, a key question often arises as to whether the valuation is “pre-money” or “post-money.”“Before the money"" or “pre-money” and "after the money" or “post-money” denote simple concepts. However, these simple concepts can even confuse even the most sophisticated analysts at times. If a company is valued at $1 million on Day 1, then 25 percent of the company is worth $250,000. However, there may be an ambiguity. Suppose the company and the investor agree on two terms: (1) a $1 million valuation, and (2) a $250,000 equity investment. In this case, the company may offer the investor 250 shares for $250,000. Immediately there can be a disagreement. The investor may have thought that equity in the company was worth $1,000 per percentage point, in which case $250,000 gets 250 out of 1,000 shares or a 25% equity position. Conversely, the company may have believed that the investor was contributing to the enterprise which was already worth $1 million. Under this rationale, the $250,000 would give the investor 250 shares out of 1,250 shares or a 20% equity position.The critical issue was whether the agreed value of $1 million to be assigned to the company was prior to or after the investor's contribution of cash (pre-money) or post-money.In the above case, a pre-money valuation of $1 million and a post-money valuation of $1.25 million were equivalent. Because mixing up the terms could significantly increase the cost of capital raised, companies must be sure to understand the two metrics and agree with investors to the metric that raises them the capital at the appropriate price.

First Steps to Starting Your Own Small Business

You’ve been dreaming about what it would be like to start your own small business. It has been on your mind since you were in school, and there are times, especially on Monday mornings, that you daydream about it. But, you’re not really sure what it would look like. You don’t have the first clue how to get started, and of course, you’re afraid that you would put your heart and soul into it, only to fail and look like a fool. You barely even talk about it out loud, because you don’t want family and friends to laugh at you. But, anything is possible! The only limitations we have are the ones we put on ourselves! With planning and learning the steps, and doing your homework, if this is something you really want to do, you can do it, AND succeed greatly at it, too!I’m not saying it’s easy! Nothing worth having is. I have had to learn a great deal; about myself, about business, about my clients and potential clients. And it never ends, because my interests and passions change with the years. But, how exciting! When my daughter started kindergarten, I returned to school. It took me five years to get through school, but I had a vision: I wanted to help people become healthy and fit in the privacy of their own homes. After school, I didn’t have that plan fully in place, even in my mind, but after six years of working in a hospital, I was ready. I opened MEG Fitness in June, 1996. It’s been an incredible ride! I’ll never look back at my life with regrets that I didn’t pursue my dream. I really have learned that the only limits are those I impose on myself, too! So, I continue to dream bigger and allow my vision to become more grand. Why not? What’s the worst that can happen?That’s what you have to ask yourself. If you never try, will you be happier? If you never try, how will you know if you could have done it? Consider some of the well-known names in sports, such as Michael Jordan, the basketball player; he has thrown more MISSED shots than those that have made their mark. What if he had not taken the chance to see what was possible for himself?Okay, so now you’re ready to take the next step! First, in order to help you focus, I recommend that people start working on their business plan. The Small Business Association has invaluable resources on their website (www.sba.gov). This was the route I took. A year before I quit the hospital, I started working on my business plan. It helped me determine exactly who I was, what I offered, why, who my ideal client was, who my target market was (at that time), who my competition was, where I would offer my services, how I would offer them, and so on. As I coach other health professionals who want this dream, I now use a 3-page business plan for clients who don’t plan to look for outside funding. Regardless of the type of business plan, it will help answer many hard questions for you. There are resources specific to most specific fields, too, including other professionals who help others get started. Do your research to see who you can contact for support and to ask questions of as you progress. Once you have your business plan in place, it’s not time to celebrate, yet! How are you going to accomplish the goals you have come up with in that plan? You next need a marketing plan. Now, although the marketing plan is also part of a business plan, it’s really just the intro! The marketing plan will become your template, your schedule, and will spell out the actions you will take to make those goals reality. If you use it seriously, it will be your day-to-day guide to making your dreams come true!